Motion by Boykin second by Tripp to approve the addition of a part-time staff position to the Veterans Affairs Dept., per request of Danielle Dempster, Veteran Affairs Executive Director.

Motion by Clausen second by Boykin to amend the motion to limit the position to 20 hours per week. Carried 4-1; Tripp opposed.

The motion as amended carried 5-0.

Motion by Boykin second by Clausen to receive as submitted, the “Sheriff’s Civil Division 3rd Quarter and Year-to-Date Report”. Carried 5-0. Copy filed.

Motion by Clausen second by Tripp to receive as submitted, the “Recorder’s Report of Fees Collected” for the period of 01/01/2011 through 03/31/2011. Carried 5-0. Copy filed.

The Board discussed the size of a temporary County Redistricting Commission with County Auditor Pat Gill.Motion by Smith second by Clausen to establish a three member Temporary County Redistricting Commission. Carried 5-0.

Motion by Boykin second by Clausen to appoint Patrick Gill, Al Sturgeon and David Tripp as members of the Temporary County Redistricting Commission. Carried 5-0.

Motion by Boykin second by Smith to approve and authorize the Chairman to sign a Resolution authorizing the execution of a memorandum of agreement with Sunrise Manor a/k/a Sunrise Retirement Community and fixing a date for a hearing on the proposed issuance of revenue bonds or notes. Carried 5-0.

RESOLUTION #10,773

A Resolution authorizing the execution of a Memorandum of Agreement with Sunrise Manor a/k/a Sunrise Retirement Community and fixing a date for a hearing on the proposed issuance of revenue bonds or notes.

WHEREAS, the County of Woodbury, State of Iowa (the “Issuer”), is a County authorized and empowered by the provisions of Chapter 419 of the Code of Iowa, 2011 as amended (the “Act”), to issue revenue bonds or notes for the purpose of financing the cost of acquiring, by construction or purchase, land, buildings, improvements and equipment, or any interest therein suitable for the use of any facility for an organization described in Section 501(c)(3) of the Internal Revenue Code (the “Code”) which is exempt from federal income tax under Section 501(a) of the Code (a “Tax Exempt Organization”) or to retire any existing indebtedness on a facility for a Tax Exempt Organization or to refund any Bonds issued pursuant to the Act; and

WHEREAS, the Issuer has been requested by Sunrise Manor a/k/a Sunrise Retirement Community (the “Borrower”), a Tax Exempt Organization, to issue revenue bonds or notes, in an aggregate principal amount not to exceed $5,500,000 (the “Bonds”), in one or more series, pursuant to the Act, and to loan said amount to the Borrower for the purpose of (1) paying a portion of the costs of acquiring, constructing, furnishing and equipping an approximately 46-unit, three-story apartment-style assisted living facility to replace the existing assisted living facility known as Fountain View Assisted Living (the “Fountain View Assisted Living Project”), which is currently owned and operated by the Borrower and will be owned and operated in the future by Fountain View Assisted Living (or another affiliate of the Borrower), and an approximately 38-bed nursing home facility to replace the existing nursing home facility known as Health Center (the “Health Center Project”), which is owned and operated by the Borrower, including land improvements and demolition of the existing assisted living and nursing home facilities, all located and to be located on the Borrower’s campus (the “Campus”) at 5501 Gordon Drive East, Sioux City, Iowa (collectively, the “Project”); (2) retiring existing indebtedness incurred in connection with the Project; (3) refunding the outstanding principal amount of $3,000,000 Senior Living Facility Revenue Note (The Pointe at Sunrise Project) Series 2008A (the “Prior Bonds”) of the Issuer used for the purpose of refunding Issuer’s Senior Living Facility Revenue Bond Anticipation Note, Series 2007 (Sunrise Retirement Community Project) issued to provide interim financing to pay a portion of the costs of acquiring, renovating, constructing and equipping an approximately 62-unit independent senior living facility, including related parking areas and land improvements, located on the Campus (the “The Pointe at Sunrise Project”) which is currently owned and operated by the Borrower and will be owned and operated in the future by Sunrise Eastview (or another affiliate of the Borrower), retiring existing indebtedness incurred in connection with The Pointe at Sunrise Project, funding a debt service reserve fund and financing the costs of issuance and certain other costs associated with the issuance of the Prior Bonds; (4) funding a debt service reserve and capitalized interest funds; and (5) paying for certain costs of issuance of the Bonds; and

WHEREAS, it is proposed to finance the foregoing through the issuance of the Bonds and to loan the proceeds from the sale of the Bonds to the Borrower under a Loan Agreement between the Issuer and the Borrower, the obligations of which will be sufficient to pay the principal of, premium, if any, and interest on the Bonds as and when the same shall be due and payable; and

WHEREAS, before the Bonds may be issued, it is necessary to conduct a public hearing on the proposal to issue the Bonds, all as required and provided for by Section 419.9 of the Act and Section 147(f) of the Code; and

WHEREAS, a Memorandum of Agreement in the form and with the contents set forth in Exhibit A attached hereto, has been presented to the Issuer under the terms of which the Issuer agrees, subject to the provisions of such Agreement, to pursue proceedings necessary under the Act to issue the Bonds for such purpose;

NOW, THEREFORE, IT IS RESOLVED by the Board of Supervisors of the Issuer, as follows:

Section 1. The Memorandum of Agreement in the form and with the contents set forth in Exhibit A attached hereto is hereby approved, and the Chairperson is hereby authorized to execute said Memorandum of Agreement and the County Auditor is hereby authorized to attest the same and to affix the seal of the Issuer thereto; said Memorandum of Agreement, which constitutes and is hereby made a part of this Resolution, to be in substantially the form, text and containing the provisions set forth in Exhibit A attached hereto.

Section 2. Officials of the Issuer are hereby authorized to take such further action as may be necessary to carry out the intent and purpose of the Memorandum of Agreement.

Section 3. This Board shall meet at _____ a.m. on the 31st day of May, 2011, in the Board of Supervisor’s Meeting Room at the Woodbury County Courthouse, 620 Douglas Street, Sioux City, Iowa, at which time and place any resident or property owner of the Issuer may present oral or written objections on the proposal to issue the Bonds referred to in the preamble hereof.

Section 4. The County Auditor is hereby directed to give notice of intention to issue the Bonds, setting forth the amount and purpose thereof, the time when and place where the hearing will be held, by publication at least once not less than fifteen (15) days prior to the date fixed for the hearing, in a newspaper published and having a general circulation within the Issuer. The notice shall be in substantially the following form:

NOTICE OF INTENTION TO ISSUE REVENUE BONDS OR NOTES(SUNRISE RETIREMENT COMMUNITY PROJECT)

The Board of Supervisors of Woodbury County, Iowa, (the “Issuer”) will meet on the 31st day of May, 2011, at ______ a.m., in the Board of Supervisor’s Board Room at the Woodbury County Courthouse, 620 Douglas Street, Sioux City, Iowa, for the purpose of conducting a public hearing on the proposal to issue revenue bonds or notes of the Issuer, in an aggregate principal amount not to exceed $5,500,000 (the “Bonds”), in one or more series, and to loan said amount to Sunrise Manor a/k/a Sunrise Retirement Community (the “Borrower”), for the purpose of (1) paying a portion of the costs of acquiring, constructing, furnishing and equipping an approximately 46-unit, three-story apartment-style assisted living facility to replace the existing assisted living facility known as Fountain View Assisted Living (the “Fountain View Assisted Living Project”), which is currently owned and operated by the Borrower and will be owned and operated in the future by Fountain View Assisted Living (or another affiliate of the Borrower), and an approximately 38-bed nursing home facility to replace the existing nursing home facility known as Health Center (the “Health Center Project”), which is owned and operated by the Borrower, including land improvements and demolition of the existing assisted living and nursing home facilities, all located and to be located on the Borrower’s campus (the “Campus”) at 5501 Gordon Drive East, Sioux City, Iowa (collectively, the “Project”); (2) retiring existing indebtedness incurred in connection with the Project; (3) refunding the outstanding principal amount of $3,000,000 Senior Living Facility Revenue Note (The Pointe at Sunrise Project) Series 2008A (the “Prior Bonds”) of the Issuer used for the purpose of refunding Issuer’s Senior Living Facility Revenue Bond Anticipation Note, Series 2007 (Sunrise Retirement Community Project) issued to provide interim financing to pay a portion of the costs of acquiring, renovating, constructing and equipping an approximately 62-unit independent senior living facility, including related parking areas and land improvements, located on the Campus (the “The Pointe at Sunrise Project”) which is currently owned and operated by the Borrower and will be owned and operated in the future by Sunrise Eastview (or another affiliate of the Borrower), retiring existing indebtedness incurred in connection with The Pointe at Sunrise Project, funding a debt service reserve fund and financing the costs of issuance and certain other costs associated with the issuance of the Prior Bonds; (4) funding a debt service reserve and capitalized interest funds; and (5) paying for certain costs of issuance of the Bonds.

The Bonds, when issued, will be limited obligations and will not constitute general obligations of the Issuer nor will they be payable in any manner by taxation, but the Bonds will be payable solely and only from amounts received by the Issuer under a Loan Agreement between the Issuer and the Borrower, the obligations of which will be sufficient to pay the principal of and interest and redemption premium, if any, on the Bonds as and when the same shall become due.

At the time and place, oral or written objections from any resident or property owner of the Issuer may be presented. At such meeting or any adjournment thereof, the Issuer shall adopt a resolution determining whether or not to proceed with the issuance of the Bonds. Written comments may also be submitted to the Issuer at the Woodbury County Courthouse, 620 Douglas Street, Sioux City, Iowa 51101. Written comments must be received by the above hearing date.

By order of the Board of Supervisors of Woodbury County, Iowa.

Section 5. The Borrower declares (a) that it intends to undertake the Project, (b) that other than (i) expenditures to be paid or reimbursed from sources other than the Bonds, or (ii) expenditures made not earlier than 60 days prior to the date of this Resolution or the date of the Borrower’s reimbursement resolution, or (iii) expenditures amounting to the lesser of $100,000 or 5% of the proceeds of the Bonds, or (iv) expenditures constituting preliminary expenditures as defined in Section 1.150-2(f)(2) of the Regulations, no expenditures for the Project have heretofore been made by the Borrower and no expenditures will be made by the Borrower until after the date of this Resolution, and (c) that the Borrower reasonably expects to reimburse the expenditures made for costs of the Project out of the proceeds of the Bonds. This declaration is a declaration of official intent adopted pursuant to Section 1.150-2 of the Regulations.

Section 6. All resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict.

Passed and approved on May 3, 2011.WOODBURY COUNTY BOARD OF SUPERVISORSCopy filed.

Scott Leuer addressed the Board requesting permission to hold an OHV Poker Run in the southeast portion of Woodbury County.

Motion by Smith second by Boykin to approve an OHV Poker Run in Woodbury County. Carried 5-0.

Motion by Boykin second by Clausen to award project #BROS-CO97(99)—5F-97 to Dixon Construction in the amount of $651,469.07, per recommendation of County Engineer Mark Nahra. Carried 5-0.

Motion by Boykin second by Clausen to approve and authorize the Chairman to sign a permit to work in the right-of-way for Hunt Brothers, to replace a crossroad pipe near the intersection of 300th Street and Emmett Avenue, per recommendation of Mark Nahra. Carried 5-0. Copy filed.

The Chairman asked if there were any individuals or groups wishing to make a presentation of items not on the agenda, or Supervisors concerns.

Mr. Tripp excused himself.

Motion by Boykin second by Clausen to go into Closed Session per Iowa Code Section 21.5(1)(c). Carried 4-0 on a roll-call vote.

Motion by Clausen second by Boykin to go out of Closed Session per Iowa Code Section 21.5(1)(c). Carried 4-0 on a roll-call vote.

Motion by Boykin second by Clausen to go into Closed Session per Iowa Code Section 21.5(1)(c). Carried 4-0 on a roll-call vote.

Motion by Clausen second by Boykin to go out of Closed Session per Iowa Code Section 21.5(1)(c). Carried 4-0 on a roll-call vote.